Zen Technologies Ltd. — M&A Activity 2025

Nov 5, 2025

November 05, 2025

To, To, Listing Department Dept. of Corp. Services National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Bandra (E), Mumbai — 400 051 Mumbai- 400 001

Symbol: ZENTEC Serip Code: 533339

Dear Sir/Madam,

Sub: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 — Acquisition

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 we wish to inform that, the Board of Directors of the Company at its meeting held today i.c., Wednesday, November 05, 2025 has inter-alia, approved an investment upto an amount not exceeding Rs. 7 crores in Anawave Systems & Solutions Private Limited ('ASSPL') by way of acquiring and/or subscribing equity shares equivalent to 76% of the total paid up share capital of ASSPL.

In this regard, the Company has entered into: (a) Share Purchase Agreement ("SPA") dated November 05, 2025 with the ASSPL and the other existing sharcholder of ASSPL for acquisition of the shares and (b) Share Subscription and Shareholders' Agreement ("SSSHA") dated November 05, 2025 with ASSPL and the other existing shareholders of ASSPL recording the terms and conditions goveining the subscription and allotment of new shares to be issued by ASSPL, the management of ASSPL, and the inter se rights and obligations between the Company, ASSPL and the existing Shareholder(s) (collectively, the "Transaction Documents").

Upon completion of the Proposed Transaction, ASSPL will become a subsidiary of the Company.

The detailed disclosure as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/ 0155 dated November 11, 2024 is enclosed herewith as 'Annexure I',

The meeting of Board of Directors was commenced at 03:45 p.m. (IST) and concluded at 06:15 p.m. (IST).

This is for your kind information and records.

Thanking you

Yours faithfully,

For Zen Technologies Limited Sourayv Dhar SOURAV DHAR Digitally signed by SOURAV DHAR DN: c=IN, o=PERSONAL, title=0034, pseudonym=627a0ba2959f489fbc4635529531238a, 2.5.4.20=2de71a7b106e6fffbcd107d8a63accb640c154144c e7ed9415c9fe203b3a8c68, postalCode=462041, st=Madhya Pradesh, serialNumber=4acbac6877546ffb265d755efa0921af66e02f 735b5e8e071c0b53947f65c98d, cn=SOURAV DHAR Date: 2025.11.05 18:19:54 +05'30'

Company Secretary & Compliance Officer Encl: As above

Certified ISO 9001:2015, ISO 27001:2022, CMMI ML§ Regd. Office: B-42, Industrial Estate, Sanath Nagar Hyderabad - 500 018, Telangana, India Phone: +91 40 2381 3281/3294/2894/4894 Fax: +91 40 2381 ³⁶⁰⁴ Email: info@zentechnologies.com, Website: www.zen.in Corporate Identity Number: L72200TG1993PLC01539 being there... TECHNOLOGIES

Annexure I

Details required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. SEBVHO/CFD/Pob2/ CIR/P/0155 dated November 11, 2024

Particulars	Description
	Anawave Systems & Solutions Private
in brief such as size, turnover, etc.	Limited ('ASSPL')
	The turnover of ASSPL for FY 2024-25 was
	Rs. 2.60 crore.
	No. The transaction does not fall within the
	ambit of a related party transaction and no
	promoter group companies any have interest in ASSPL.
Industry to which the entity being	Naval Simulators
acquired belongs
Objects and impact of acquisition	The acquisition enhances Zen Technologies
but (including not limited to,	("Zen/Company") Limited's product
	portfolio in defence simulation by adding
	and combat training advanced tactical simulation technologies tailored for naval
	forces. This transaction complements and
	strengthens Zen's existing capabilities in
	land and naval simulation solutions, further
	broadening its integrated defence training
	offerings.
Brief details of any governmental or	Not applicable
	The acquisition is expected to be completed
	by March 2026, subject to regulatory
	approvals and completion of customary
	closing formalities.
	Name of the Target Company, details Whether the acquisition would fall within related party transaction(s) and whether promoter/ promoter the group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arm's length" disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity) regulatory approvals required for the acquisition Indicative time period for completion of the acquisition

Cost of acquisition and/or the price at 8) which the shares are acquired Percentage of shareholding/control 9) equity share capital of ASSPL. acquired and/or number of shares acquired Brief background about the entity 10) 2016 and is engaged in the business of acquired in terms of products/line of and designing implementing of business acquired, date incorporation, history of last 3 years which country turnover, the in acquired entity has presence and any other significant information (in brief) operational performance.	Total consideration of Rs. 7 crores. The Company will be acquiring 76% of ASSPL was incorporated on September 09,
as follows: FY 2022-23 - Rs. 0.51 crores FY 2023-24 - Rs. 1.67 crores	realistic scenario-based training systems, integrating advanced analytics, and ensuring seamless compatibility with existing naval command and control systems to support navies worldwide in achieving the highest levels of The turnover for the last 3 financial years is